PORT WASHINGTON, N.Y.,
April 28, 2021 /PRNewswire/
-- Cedar Realty Trust, Inc. (NYSE: CDR) ("Cedar" or the
"Company"), today announced that it has agreed to appoint three new
independent directors, Darcy D.
Morris, Richard H. Ross, and
Sharon Stern, to the Company's Board
of Directors (the "Board"), effective immediately, each with terms
expiring at the Company's upcoming 2021 Annual Meeting of
Shareholders (the "2021 Annual Meeting"). The Company has also
agreed to nominate the three new independent directors for election
at the 2021 Annual Meeting. In addition, longtime directors
Pamela Hootkin and Roger Widmann will retire from the Board,
effective as of the 2021 Annual Meeting. With the addition of
the three new independent directors, the size of the Board will
temporarily increase from seven to ten directors, and upon the
conclusion of the 2021 Annual Meeting, the Board will be reduced to
eight directors, seven of which will be independent.
These appointments are in connection with the separate
Cooperation Agreements that Cedar entered into with Camac Partners
LLC and certain of its affiliates ("Camac") and Ewing Morris & Co. Investment Partners Ltd.
and certain of its affiliates ("Ewing
Morris") pursuant to which Camac and Ewing Morris will each withdraw their director
nominations previously submitted to Cedar and will support the
Board's full slate of directors at the 2021 Annual Meeting. Camac
and Ewing Morris also agreed to
abide by customary standstill provisions and voting
commitments.
Gregg Gonsalves, Chairman of the
Board of Cedar, commented, "Cedar's Board of Directors is committed
to adhering to the highest standards of corporate governance and
acting in our shareholders' best interests. To that end, after
thoughtful deliberation, and in consultation with our shareholders,
we are pleased to welcome Darcy, Richard, and Sharon to our Board
and look forward to working collaboratively with them to reach our
goal of delivering superior shareholder value in the years ahead.
Our new directors bring substantial real estate and capital markets
industry expertise and fresh perspectives, and further enhance our
Board's alignment with shareholders. On behalf of the Board, we
thank Pam and Roger for their dedication and contributions to Cedar
over many years."
The full Cooperation Agreements will be filed by Cedar with the
U.S. Securities and Exchange Commission as exhibits to a Current
Report on Form 8-K. BofA Securities is acting as Cedar's
financial advisor, and Goodwin Procter LLP is acting as legal
counsel. Wilson Sonsini Goodrich
& Rosati, Professional Corporation is acting as legal counsel
to Camac. Olshan Frome Wolosky LLP is acting as legal counsel to
Ewing Morris.
About Darcy D. Morris
Darcy D. Morris is a co-founder
of Ewing Morris, a value driven
Canadian boutique investment firm, and has served as its
Co-President and Chief Executive Officer, since June 2011. Prior to co-founding
Ewing Morris, he served as a
Portfolio Manager at MacDougall,
MacDougall & MacTier Inc., a wealth management firm
subsequently acquired by Raymond James Ltd. Mr. Morris
currently serves on the Board of The Caldwell Partners
International Inc. (TSX: CWL), an executive search firm, is
Treasurer of the Toronto Public Library Foundation and is President
of the Art Gallery of Ontario
(AGO) Foundation. Mr. Morris received an Honours Bachelor of Arts
in Political Studies from Queen's University and was awarded the
Canadian Investment Manager designation in 2010.
About Richard H. Ross
Richard H. Ross is the President
and CFO of Quinn Residences, a real estate operating company
focused on acquiring, developing, and operating well located,
purpose- built, single-family rental homes primarily in the
southeastern United States.
Previously, Mr. Ross served as the Executive Vice President &
Chief Financial Officer for Branch Properties, and before that was
Chief Financial Officer and later Chief Executive Officer of Trade
Street Residential, Inc., a publicly traded multi-family REIT. Mr.
Ross is on the Board of Independence Realty Trust, Inc. He
graduated from the University of
Florida with a Bachelor of Science in Accounting.
About Sharon Stern
Sharon Stern is the President of
Eastmore Management and Metro Investments, two organizations
focused on the acquisition, development and management of
multi-residential and commercial properties in the downtown core of
Montreal. Previously, Ms. Stern
worked in Strategy and Corporate Development for the Business
Development Bank of Canada. Ms.
Stern earned a Bachelor of Arts Degree from McGill University in Economics and World Religions
and a Master's Degree in Economic Policy from Brown University.
About Cedar Realty Trust
Cedar Realty Trust, Inc. is a fully-integrated real estate
investment trust which focuses on the ownership, operation and
redevelopment of grocery-anchored shopping centers in high-density
urban markets from Washington,
D.C. to Boston. The
Company's portfolio (excluding properties treated as "held for
sale") comprises 54 properties, with approximately 8.2 million
square feet of gross leasable area.
For additional financial and descriptive information on the
Company, its operations and its portfolio, please refer to the
Company's website at www.cedarrealtytrust.com.
Media Contacts
Gasthalter & Co.
Nathaniel Garnick/Kevin FitzGerald/Sara
Widmann
(212) 257-4170
cedarrealty@gasthalter.com
Forward-Looking Statements
Certain statements made in this press release that are not
strictly historical are "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and, as such, may involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Cedar Realty Trust, Inc. (the
"Company") to be materially different from future results,
performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements, which are
based on certain assumptions and describe the Company's future
plans, strategies and expectations, are generally identifiable by
use of the words "may", "will", "should", "estimates", "projects",
"anticipates", "believes", "expects", "intends", "future", and
words of similar import, or the negative thereof. Factors that
could cause actual results, performance or achievements to differ
materially from current expectations include, but are not limited
to: (i) the Company's ability to generate value for its
shareholders, and (ii) the economic, political and social impact
of, and uncertainty relating to, the COVID-19 pandemic. For further
discussion of factors that could materially affect the outcome of
forward-looking statements, see "Risk Factors" in Part I, Item 1A,
of the Company's Annual Report on Form 10-K for the year
December 31, 2020 and other documents
that the Company files with the Securities and Exchange Commission
from time to time.
Except for ongoing obligations to disclose material information
as required by the federal securities laws, the Company undertakes
no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events. All of the above factors are difficult to predict, contain
uncertainties that may materially affect the Company's actual
results and may be beyond the Company's control. New factors
emerge from time to time, and it is not possible for the Company's
management to predict all such factors or to assess the effects of
each factor on the Company's business. Accordingly, there can be no
assurance that the Company's current expectations will be
realized.
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SOURCE Cedar Realty Trust, Inc.